Investors aiming to establish foreign-invested enterprises in Vietnam’s aquaculture sector must be familiar with market access conditions and procedures. In recent years, the Vietnamese government has eased restrictions on foreign investments, opening up the market and increasing competitiveness. However, investors must comply with specific regulations and guidelines, and the establishment process may vary depending on investment type and government agency involvement. Understanding market access conditions and procedures can help investors make informed decisions and navigate the complexities of establishing foreign-invested companies in aquaculture.
Market access conditions for foreign investors when investing in aquaculture
1. EVFTA:
a) Appendix 8-B: unbound for the fishing and aquaculture sectors
b) Appendix 8-C (Vietnam’s exception to national treatment)
Vietnam is permitted to adopt or maintain any measure related to the operation of an enterprise, as defined in points 1(e) and 1(m) of Article 8.2 (Definitions), even if it is inconsistent with Clause 2 of Article 8.5 (National Treatment). However, this is only allowed if the measure is not inconsistent with the commitments outlined in Annex 8-B (Vietnam’s Schedule of Specific Commitments) for fisheries and aquaculture sub-sectors.
2. CPTPP:
a) Appendix NCM II-VN-29: Seafood
Vietnam reserves the right to adopt and maintain any measure relating to fishery activities in waters under its sovereignty and jurisdiction, as provided for in the 1982 United Nations Maritime Convention.
Foreign investors are not granted investment licenses in the following areas:
– Sea and freshwater fishing
– Exploiting natural corals and pearls
b) Appendix NCM II – Sub-Appendix A
Fishing related services (including specialized consulting services related to freshwater and saltwater fish only, breeding services) (CPC 882): not limited to.
3. Vietnamese law:
Must be licensed by the Ministry of Agriculture and Rural Development for aquaculture at sea to foreign investors and foreign-invested economic organizations as prescribed in Article 38 of Decree No. 26/2019/ ND-CP.
Procedures for establishing foreign-invested companies in aquaculture
Step 1: Apply for an Investment Registration Certificate for a foreign-invested company
Dossier for issuance of Investment Registration Certificate to a foreign-invested company:
– A written request for implementation of an investment project;
– Documents on investor’s legal status
– For individual investors: Copy of identity card, identity card or passport
– For institutional investors: copy of Certificate of Establishment or other equivalent document certifying legal status;
– Investment project proposal
– Copy of one of the following documents:
+ The investor’s financial statements for the last 2 years;
+Commitment to financial support of the parent company;
+ Commitment to financial support of financial institutions;
+ Guarantee on the financial capacity of the investor;
+ Documents explaining the financial capacity of the investor;
– Proposing land use needs; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation. current investment project;
– The explanation on the use of technology includes the following contents: technology name, technology origin, technological process diagram; Main technical parameters, usage status of main machinery, equipment and technological lines for projects using technologies on the List of technologies restricted from transfer
– BCC contract for investment projects in the form of BCC contract.
The agency that submits the application for the Investment Registration Certificate to the company with 100% foreign capital at the investment registration agency
+ If the company is located in an industrial park, it is the Management Board of industrial zones.
+ If the company is located outside the industrial zone, it is the Department of External Economic Relations – Provincial Department of Planning and Investment.
Step 2: Apply for a Certificate Of Business Registration for a foreign-invested company
Dossier of establishment of a foreign-invested company
– An application for business registration;
– Company rules;
– List of members/shareholders;
– Copies of the following papers: Citizen identification cards, People’s identity cards, Passports or other lawful personal identification of members being individuals;
– Establishment decision, business registration certificate or other equivalent documents of the organization and authorization document; Citizen’s identity card, people’s identity card, passport or other lawful personal identification of the authorized representative of the member being an organization;
– For a member being a foreign organization, a copy of the enterprise registration certificate or equivalent document must be consularly legalized;
– Investment registration certificate for foreign investors in accordance with the Law on Investment.
The agency that submits the application for an enterprise registration certificate to a company with 100% foreign capital
Business registration agency – Provincial Department of Planning and Investment.
Time to issue a business registration certificate to 100% foreign-owned company 05 working days from the date of receipt of complete and valid dossier.
Step 3: Apply for a license to aquaculture at sea
Dossier for license for marine aquaculture
– Registration form;
– An explanation of the aquaculture project;
– For aquaculture a report on environmental impact assessment is required. It should be appraised by a competent authority as per regulations.
– A map of the sea area enclosed with the coordinates of the corner points of the proposed sea area.
Procedures for licensing aquaculture at sea:
– Organizations and individuals wishing to license aquaculture at sea shall send their dossiers to the Directorate of Fisheries;
– Within 90 days from the date of receipt of a complete dossier as prescribed, the Directorate of Fisheries shall organize the examination of the dossier
– In case all opinions agree, within 05 working days, the Directorate of Fisheries shall advise the Minister of Agriculture and Rural Development to grant a license to aquaculture at sea.
– If there is disagreement on granting a license for foreign investors, the Ministry of Agriculture and Rural Development notifies. They report to the Prime Minister for direction.
– After obtaining the Prime Minister’s opinion, the Directorate of Fisheries has 7 working days. They advise the Minister of Agriculture and Rural Development to grant an aquaculture license at sea.
– In case of refusal, the Directorate of Fisheries shall reply in writing, clearly stating the reason.
Conclusion
Vietnam has made significant progress in improving market access conditions for foreign investors, particularly those seeking to establish foreign-invested aquaculture companies. The government has established clear regulatory frameworks and streamlined procedures for business registration and licensing. However, navigating the legal requirements and compliance issues can still be challenging, especially for first-time investors. With the assistance of legal advisors and local partners, foreign investors can leverage the country’s abundant natural resources, favorable investment policies, and competitive labor costs to establish successful and profitable businesses in the rapidly growing aquaculture sector.
HMLF is always available to offer assistance in understanding the procedures with authorities.
Harley Miller Law Firm “HMLF”
Head office: 14th floor, HM Town building, 412 Nguyen Thi Minh Khai, Ward 05, District 3, Ho Chi Minh City.
Phone number: +84 937215585
Website: hmlf.vn Email: miller@hmlf.vn
